EMPLOYMENT AGREEMENT
This
Employment Agreement (the “Employment Agreement” or “Agreement”), dated this
25th
day of
January 2007, is by and between Unicorp, Inc., a Nevada corporation, Houston,
Texas (the “Company”), and Xxxxxx X. Xxx (the “Executive”) an
individual.
WHEREAS,
the Executive is willing to enter into an agreement with the Company upon the
terms and conditions herein set forth.
NOW,
THEREFORE, in consideration of the premises and covenants herein contained,
the
parties hereto agree as follows:
1. Term
of Agreement; Termination of Prior Agreement.
Subject
to the terms and conditions hereof, the term of employment of the Executive
under this Employment Agreement shall be for the period commencing on February
1, 2007 (the “Commencement Date”) and terminating on January 31, 2008, unless
sooner terminated as provided in accordance with the provisions of Section
5
hereof. (Such term of this agreement is herein sometimes called the “Retained
Term”).
2. Employment.
As of
the Commencement Date, the Company hereby agrees to employ the Executive as
Executive Vice President of Exploration and Chief Strategy Officer
(“CSO”)
of the Company with such duties as assigned from time to time by the
Company,
and the
Executive hereby accepts such employment and agrees to perform his duties and
responsibilities hereunder in accordance with the terms and conditions
hereinafter set forth.
3. Duties
and Responsibilities.
|
(a)
|
Duties.
Executive shall perform such duties as are usually performed by a
CSO
and Executive Vice President of Exploration with such duties as assigned
from time to time by the Company
of
a business similar in size and scope as the Company and such other
reasonable additional duties as may be prescribed from time-to-time
by the
Company’s President and Chief Executive Officer which are reasonable and
consistent with the Company’s operations, taking into account Executive’s
expertise and job responsibilities. This agreement shall survive
any job
title or responsibility change. All actions of Executive shall be
subject
and subordinate to the review and approval of the President and Chief
Executive Officer and the board of directors. The President and Chief
Executive Officer of the Company shall be the final and exclusive
arbiter
of all policy decisions relative to the Company’s business (including
their subsidiaries).
|
|
(b)
|
Devotion
of Time.
During the term of this agreement, Executive agrees to devote his
exclusive and full-time service during normal business hours to the
business and affairs of the Company (including their subsidiaries)
to the
extent necessary to discharge the responsibilities assigned to Executive
and to use reasonable best efforts to perform faithfully and efficiently
such responsibilities. During the term of this Agreement it shall
not be a
violation of this Agreement for Executive to manage personal investments
or companies in which personal investments are made so long as such
activities do not interfere with the performance of Executive’s
responsibilities with the Company and which companies are not in
direct
competition with the Company.
|
1
4. Compensation
and Benefits During the Employment Term.
|
(a)
|
Salary.
Executive
will be compensated by the Company at a monthly base salary of $15,000.00,
from which shall be deducted income tax withholdings, social security,
and
other customary Executive deductions in conformity with the Company’s
payroll policy in effect.
|
| (b) |
Vacation.
Executive shall be entitled to three weeks paid vacation each year
beginning on the date of this Agreement.
|
| (c) |
Other
Allowances.
The Executive shall be entitled to a $750 monthly car allowance (no
mileage reimbursement), a $750 monthly health plan allowance and a
$750
monthly home office allowance.
|
|
(d)
|
Option.
The Executive shall receive an employee option to purchase 700,000
shares
at an exercise price of $ .10 per share. The option shall vest according
to the following schedule provided that on any vesting date set forth
below, Executive is still employed by the Company at such
date:
|
(i)
50,000 Options will vest 12 months from the date of execution of this
Agreement;
(ii)
50,000 Options will vest if Executive brings three (3) new exploration deals
(non-self generated) which the Company elects to participate in within 90 days
from the date of execution of this Agreement;
(iii)100,000
Options will vest if Executive brings one (1) new exploration deal (self
generated) which the Company elects to participate in within 90 days from the
date of execution of this Agreement;
(iv) 50,000
Options will vest if Executive brings six (6) new explorations deals (non-self
generated) which the Company elects to participate in within six (6) months
from
the date of execution of this Agreement;
(v) 100,000
Options will vest if Executive brings three (3) new exploration deal (self
generated) which the Company elects to participate in within six (6) months
from
the date of execution of this Agreement;
(vi)
50,000 Options will vest if Executive brings twelve (12) new explorations deals
(non-self generated) which the Company elects to participate in within twelve
(12) months from the date of execution of this Agreement;
(vii)
100,000 Options will vest if Executive brings five (5) new exploration deal
(self generated) which the Company elects to participate in within twelve (12)
months from the date of execution of this Agreement;
(viii)
100,000 Options will vest if 40% of the new exploration deals generated by
Executive for the twelve (12) month period are economical and completed;
and
(ix)
100,000 Options will vest if 60% of the new exploration deals generated by
Executive for the twelve (12) month period are economical and
completed;
The
options shall be evidenced by an option agreement, shall expire in four years,
and shall be subject to the terms of the Company’s 2004 Stock Option Plan and
such option agreement. Notwithstanding the expiration date, the option
(including all vested and unvested options) shall automatically terminate 90
days after the Executive ceases to be employed by the Company, provided that
if
the Executive is terminated by the Company for Cause, the option (including
all
vested and unvested options) shall automatically terminate on the date of the
Executive’s termination. The parties acknowledge the existence of vesting
provisions lasting longer than the Employment Term is not meant to extend the
Employment Term, and that such vesting provisions do not require the Company
to
employ the Executive for any period of time.
2
|
(e)
|
As
additional consideration for entering into this Agreement, Executive
agrees to restrict the amount of shares of Company common stock that
he
can sell, including shares previously acquired in the open market,
through
private transactions, through previous employment agreements, as
well as
shares acquired pursuant to this Agreement, by concurrently entering
into
the lock-up, leak-out agreement attached hereto as Exhibit
A.
|
5.
Termination.
| (a) |
Executive's
employment under the Agreement may be terminated under any of the
following circumstances:
|
(i)
Immediately
by the Company, upon the death of Executive.
(ii)
By
the
Executive at any time, upon 14 days written notice.
(iii)
Immediately,
upon written notice by the Company for Cause which for purposes of the Agreement
shall be defined as (i) Executive's willful and persistent inattention to his
reasonable duties which amounts to gross negligence or willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to, the Company,
(ii) Executive's willful breach of any term or provision of the Agreement which
breach shall have remained substantially uncorrected for 15 days with an
opportunity to cure following written notice to the Executive; or (iii) the
commission by Executive of any act or any failure by Executive to act involving
criminal conduct, whether or not directly relating to the business and affairs
of the Company.
| (b) |
Effects
of Termination.
In the event that the Agreement is terminated pursuant to
Section 6(a) or upon expiration of the term of the Agreement, neither
the Executive nor the Company shall have any further obligations hereunder
except for (a) obligations occurring prior to the date of
termination, and (b) obligations, promises or covenants contained
herein which are expressly made to extend beyond the term of the
Agreement.
|
| (c) |
Improper
Termination.
In the event of the Executive's termination by the Company for any
reason
other than for Cause or the death of the Executive, Executive shall
continue to be paid, as severance pay, an amount equal to his salary
at
the time of termination until the earlier of: (i) the end of the
Employment Term, or (ii) 60 calendar days from the date of the
termination. Except for the severance pay the Company shall not have
any
further obligations hereunder except for (a) obligations occurring
prior to the date of termination, and (b) obligations, promises or
covenants contained herein which are expressly made to extend beyond
the
term of the Agreement.
|
3
6.
Revealing
of Trade Secrets, etc.
Executive acknowledges the interest of the Company in maintaining the
confidentiality of information related to its business and shall not at any
time
during the Employment Term or thereafter, directly or indirectly, reveal or
cause to be revealed to any person or entity the supplier lists, customer lists
or other confidential business information of the Company; provided, however,
that the parties acknowledge that it is not the intention of this paragraph
to
include within its subject matter (a) information not proprietary to the
Company, (b) information which is then in the public domain through no fault
of
Executive, or (c) information required to be disclosed by law.
8.
Arbitration.
If a
dispute should arise regarding this Agreement, all claims, disputes,
controversies, differences or other matters in question arising out of this
relationship shall be settled finally, completely and conclusively by
arbitration of a single arbitrator, which is mutually agreed upon, in Houston,
Texas, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules"). Arbitration shall be initiated by written
demand. This Agreement to arbitrate shall be specifically enforceable only
in
the District Court of Xxxxxx County, Texas. A decision of the arbitrator shall
be final, conclusive and binding on the Company and the Executive, and judgment
may be entered in the District Court of Xxxxxx County, Texas, for enforcement
and other benefits. On appointment, the arbitrator shall then proceed to decide
the arbitration subjects in accordance with the Rules. Any arbitration held
in
accordance with this paragraph shall be private and confidential. The matters
submitted for arbitration, the hearings and proceedings and the arbitration
award shall be kept and maintained in strictest confidence by Executive and
the
Company and shall not be discussed, disclosed or communicated to any persons.
On
request of any party, the record of the proceeding shall be sealed and may
not
be disclosed except insofar, and only insofar, as may be necessary to enforce
the award of the arbitrator and any judgment enforcing an award. The prevailing
party shall be entitled to recover reasonable and necessary attorneys' fees
and
costs from the non-prevailing party.
9. Survival.
In the
event that this Agreement shall be terminated, then notwithstanding such
termination, the obligations of Executive pursuant to Section 6 of this
Agreement shall survive such termination.
10. Contents
of Agreement, Parties in Interest, Assignment, etc.
This
Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except that the duties and responsibilities of Executive hereunder which are
of
a personal nature shall neither be assigned nor transferred in whole or in
part
by Executive. This Agreement shall not be amended except by a written instrument
duly executed by the parties.
11. Severability;
Construction.
If any
term or provision of this Agreement shall be held to be invalid or unenforceable
for any reason, such term or provision shall be ineffective to the extent of
such invalidity or unenforceability without invalidating the remaining terms
and
provisions hereof, and this Agreement shall be construed as if such invalid
or
unenforceable term or provision had not been contained herein. The parties
have
participated jointly in the negotiation and drafting of this Agreement. In
the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any party
by
virtue of the authorship of any of the provisions of this
Agreement.
4
12. Notices.
Any
notice, request, instruction or other document to be given hereunder by any
party to the other party shall be in writing and shall be deemed to have been
duly given when delivered personally; or five (5) days after dispatch by
registered or certified mail, postage prepaid, return receipt requested; or
one
(1) day after dispatch by overnight courier service; in each case, to the party
to whom the same is so given or made:
If
to the Company addressed to:
Unicorp,
Inc.
0000
Xxxxxxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attn:
Chief Executive Officer
If
to Executive addressed to:
Xxxxxx
X.
Xxx
______________________
______________________
or
to
such other address as the one party shall specify to the other party in
writing.
13. Counterparts
and Headings.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all which together shall constitute one and the same
instrument. All headings are inserted for convenience of reference only and
shall not affect the meaning or interpretation of this Agreement.
14. Governing
Law; Venue.
This
Agreement shall be construed and enforced in accordance with, the laws of the
State of Texas, without regard to the conflict of laws provisions thereof.
Venue
of any dispute concerning this Agreement shall be exclusively in Xxxxxx County,
Texas.
15. Waiver.
The
failure of either party to enforce any provision of this Agreement shall not
be
construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
Xxxxxx
X.
Xxx UNICORP,
INC.
_/s/
Xxxxxx . Ley____________ _/s/
Xxxxx Casey________________
Xxxxx
Xxxxx, Chief Executive Officer
5
EXHIBIT
A
LOCK-UP
AGREEMENT
THIS
LOCK-UP/LEAK-OUT AGREEMENT
(the
“Agreement”) is entered into concurrently with, and in consideration for, the
parties entering into the employment agreement dated the even date hereof
(“Employment Agreement”), as well as other good and valuable consideration, the
receipt of which the parties hereby acknowledge, by and between Unicorp,
Inc.,
a
Nevada corporation (the “Company”), and Art Ley (“Holder”).
WHEREAS,
the
parties to restrict Holder’s ability to transfer all shares of Unicorp, Inc.
common stock (“Unicorp Common Stock”) that Holder owns as of the date hereof or
acquires after the date hereof ( either upon exercise of options pursuant to
existing or prior employment agreements or other agreements, or through open
market or private transactions); and
WHEREAS,
the
Holder has agreed to enter into this Agreement and to restrict the sale,
assignment, transfer, conveyance, or hypothecation of the Unicorp Common Stock,
all on the terms set forth below.
NOW,
THEREFORE,
for
consideration of entering into the Employment Agreement and in consideration
of
the foregoing premises and the mutual covenants contained herein, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree
as
follows:
| 1. |
The
Holder may not sell, pledge, hypothecate, transfer, assign or in any
other
manner dispose of any shares of Unicorp, Inc. Common Stock in amounts
in
excess of 15,000 shares per day for the duration of this
Agreement.
|
| 2. |
The
Holder agrees that it will not engage in any short selling of Unicorp
Common Stock during the term of this
Agreement.
|
| 3. |
Except
as otherwise provided in this Agreement or any other agreements between
the parties, the Holder shall be entitled to their respective beneficial
rights of ownership of Unicorp Common Stock, including the right to
vote
the Unicorp Common Stock for any and all
purposes.
|
| 4. |
The
Unicorp Common Stock restrictions covered by this Agreement shall be
appropriately adjusted should Unicorp undergo a forward split or a
reverse
split or otherwise reclassify its shares of Unicorp Common Stock and
the
parties agree that appropriate legends may be placed on the shares
of
Unicorp Common Stock.
|
| 5. |
The
resale restrictions on the Unicorp Common Stock set forth in this
Agreement shall be in addition to all other restrictions on transfer
imposed by applicable United States and state securities laws, rules
and
regulations.
|
| 6. |
Unicorp
or each Holder who fails to fully adhere to the terms and conditions
of
this Agreement shall be liable to every other party for any damages
suffered by any party by reason of any such breach of the terms and
conditions hereof. Each Holder agrees that in the event of a breach
of any
of the terms and conditions of this Agreement by any such Holder, that
in
addition to all other remedies that may be available in law or in equity
to the non-defaulting parties, a preliminary and permanent injunction
and
an order of a court requiring such defaulting Holder to cease and desist
from violating the terms and conditions of this Agreement and specifically
requiring such Holder to perform his/her/its obligations hereunder
is fair
and reasonable by reason of the inability of the parties to this Agreement
to presently determine the type, extent or amount of damages that Unicorp
or the non-defaulting Holder may suffer as a result of any breach or
continuation thereof. In
the event of default hereunder, the non-defaulting parties shall be
entitled to recover reasonable attorney's fees incurred in the enforcement
of this Agreement.
|
| 7. |
This
Agreement sets forth the entire understanding of the parties hereto
with
respect to the subject matter hereof, and may not be amended unless
both
parties agree in writing.
|
| 8. |
This
Agreement shall be governed by and construed in accordance with the
laws
of the State of Texas applicable to contracts entered into and to be
performed wholly within said State; and Unicorp and the Holder agree
that
any action based upon this Agreement may be brought in the United States
and state courts of Xxxxxx County, Texas only, and each submits
himself/herself/itself to the jurisdiction of such courts for all purposes
hereunder.
|
IN
WITNESS WHEREOF,
the
undersigned have duly executed and delivered this Agreement as of the day and
year first above written.
Date
:January 25, 2007 Unicorp,
Inc.
By:
_/s/
Xxxxx Casey____________________
Xxxxx
Xxxxx, Chief Executive Officer
HOLDER
By:
_/s/
Xxxxxx X. Ley_____________
Xxxxxx
X.
Xxx
